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Tribune Media Wins Shareholder Nod for USD 6.4bn Nexstar Buyout
Friday 15 March 2019

15 March 2019 - Shareholders of US-based Tribune Media Company (NYSE: TRCO) have voted overwhelmingly to approve the company's pending acquisition by Texas, US-based media company Nexstar Media Group, Inc, the company said.

The cash transaction is valued at USD 6.4bn.

Tribune will be acquired for USD 46.50 per share, including the assumption of Tribune Media's outstanding debt.

This transaction has been approved by the boards of directors of both companies and is expected to close late in 3Q19, subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.

The transaction is not subject to any financing condition and Nexstar has received committed financing for the transaction from BofA Merrill Lynch, Credit Suisse and Deutsche Bank.

Upon closing, the transaction is expected to be immediately accretive to Nexstar's operating results inclusive of expected operating synergies of approximately USD 160m in the first year following the completion of the transaction and planned divestitures.

The proposed transaction will combine two leading local media companies with complementary national coverage and will reach approximately 39% of US television households pro-forma for anticipated divestitures and reflecting the FCC's UHF discount.

Following the completion of the transaction, Nexstar will benefit from increased operational and geographic diversity and scale as a result of Tribune Media's diverse portfolio of media assets including 42 owned or operated broadcast television stations in major US markets; local news and entertainment content creation; significant broadcast distribution; a reinvigorated general entertainment cable network, WGN America; a 31% ownership stake in TV Food Network, which is a top tier cable asset; and equity investments in several digital media businesses.

The combined entity will be one of the nation's providers of local news, entertainment, sports, lifestyle and network programming through its broadcast and digital media platforms with pro-forma annual revenue of approximately USD 4.6bn (2018/2019 average) and pro-forma adjusted EBITDA of approximately USD 1.7bn (2018/2019 average).

With 216 combined, pre-divestiture full power, owned or serviced, television stations in 118 markets and rapidly growing digital media operations, Nexstar will continue its commitment to localism and innovation and offer superior engagement across all devices, including large-scale reach to US television households and online users.

Nexstar Media Group, Inc. leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Nexstar owns, operates, programmes or provides sales and other services to 174 full power television stations and related digital multicast signals reaching 100 markets or nearly 39% of all US television households.

Tribune Media is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming.

Tribune Media is comprised of Tribune Media Broadcasting's 42 owned or operated local television stations reaching approximately 50m households, national entertainment cable network WGN America, whose reach is more than 77m households, and a variety of digital applications and websites commanding 54m monthly unique visitors online.

BofA Merrill Lynch is acting as financial advisor and Kirkland and Ellis LLP and Wiley Rein LLP are acting as legal counsel to Nexstar Media in connection with the proposed transaction.

Moelis and Company and Guggenheim Securities are acting as financial advisors to Tribune Media and Debevoise and Plimpton LLP and Covington and Burling LLP are acting as its legal counsel.
Date Published: 15/03/2019
Target: Tribune Media Company
Country: USA
Deal Size: 6.4bn (USD)
Sector: Media
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Buyer: Nexstar Media Group
Buyer Advisor: BofA Merrill Lynch , Kirkland and Ellis , Wiley Rein